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EXHIBIT 4(d)




DELPHI CORPORATION LONG-TERM INCENTIVE PLAN




1. PURPOSE OF THE PLAN




     The purposes of the Delphi Long-Term Incentive Award Plan (the “Plan”) are
to allow Delphi to provide incentive award programs that attract and retain
exceptional employees, to reward and motivate the key employees that are
critical for the growth and success of Delphi, and to best align employee
interests with those of Delphi stockholders. These purposes are accomplished
through the granting of stock-based awards that provide incentives for the
creation of stock value (including stock options, restricted stock, restricted
stock units, and stock appreciation rights (“SARs”)) with respect to the common
stock of Delphi Corporation (“Delphi” or “Corporation”) and cash-based awards
that provide rewards for the accomplishment of key long-term strategic
objectives which enhance shareholder value.



2. EFFECTIVE DATE AND DURATION OF PLAN




     This Plan becomes effective on the earlier of the first business day
immediately following receipt of shareholder approval and June 1, 2004. Awards
may be made under this Plan until May 31, 2009.



3. PLAN ADMINISTRATION AND ELIGIBILITY




     (a) The Compensation and Executive Development Committee of the Delphi
Corporation Board of Directors (the “Committee”), as from time to time
constituted pursuant to the By-Laws of Delphi Corporation (“Delphi,” or the
“Corporation”), may, prior to June 1, 2009, authorize award grants to
employees. The Committee, in its sole discretion, determines any related
performance levels at which different percentages of such awards will be
earned, the collective amount for all awards to be granted at any one time, and
the individual annual grants with respect to all employees who are members of
the Delphi Strategy Board (the “Strategy Board”) and any officer of the
Corporation who is not on the Strategy Board but is subject to the requirements
of Section 16 of the Securities Exchange Act of 1934, as amended (a “Section 16
Officer”). The Committee may delegate to the Strategy Board responsibility for
determining, within the limits established by the Committee, individual award
grants for employees who are not Strategy Board members and not Section 16
Officers.



     (b) Full power and authority to construe and interpret the Plan are vested
in the Committee. The Committee determines the selection of employees for
participation in the plan and also decides any questions and settles any
disputes or controversies that may arise. Any person who accepts any award
hereunder agrees to accept as final, conclusive, and binding all determinations
of the Committee and the Strategy Board. The Committee has the right, in the
case of participants not employed in the United States, to vary from the
provisions of the Plan in order to preserve its incentive features.



     (c) Only persons who are employees of the Corporation are eligible to
receive an award under the Plan. Subject to such additional limitations or
restrictions as may be provided below, the term “employees” means persons (i)
who are employed by the Corporation or any “subsidiary” (as such term is
defined below), including employees who are also directors of the Corporation
or any such subsidiary, or (ii) who accept (or previously have accepted)
employment, at the request of the Corporation, with any entity that is not a
subsidiary but in which the Corporation has, directly or indirectly, a
substantial ownership interest. For purposes of this Plan, the term
“subsidiary” means (i) a corporation of which capital stock having ordinary
voting power to elect a majority of the board of directors of such corporation
is owned, directly or indirectly, by the Corporation or (ii) any unincorporated
entity in respect of which the Corporation can exercise, directly or
indirectly, comparable control. The rights reserved herein will, among other
things, permit the Committee to determine when, and to what extent, individuals
otherwise eligible for consideration become employees and when any individual
will be deemed to have terminated employment for purposes of this Plan. To the
extent determined by the Committee, the term employees will include former
employees and any executor(s), administrator(s), or other legal representatives
of an employee’s estate.



4. AWARD TYPES




     (a) Definition of Awards. Stock options, restricted stock, restricted
stock units, SARs and cash performance awards are all referred to as “Awards” under the Plan.



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     (b) Incentive Stock Options. An incentive stock option is intended to
comply with the provisions of Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”), or any successor provision, and any regulations
promulgated thereunder (including the requirement that the purchase price of
the shares of stock under each incentive stock option may be not less than 100%
of the fair market value of such stock at the time the option is granted). In
accordance with the rules and procedures of the Committee, the aggregate fair
market value (determined as of the date of grant) of the stock with respect to
which incentive stock options that are granted and held by an employee first
become exercisable by such employee during any calendar year under this Plan
and all other plans of the Corporation (and any subsidiary or any parent
corporation within the meaning of Section 424 of the Code, or any successor
provision), may not exceed $100,000 (except that such amount may be adjusted by
the Committee as appropriate to reflect any amendment of Section 422 of the
Code).



     (c) Nonqualified Stock Options. Except as provided in paragraph 15 (b),
the purchase price of the shares of stock under each option may be not less
than 100% of the fair market value of such stock at the time the option is
granted. Notwithstanding any thing to the contrary contained herein, in no
event may the purchase price of the shares of stock under each option be less
than the par value of such stock. Fair market value of Delphi common stock will
be determined based on the mean of the highest and lowest sales prices as
reported for Delphi common stock in The Wall Street Journal, or other similar
reference, for the date of grant. A nonqualified stock option is governed by
Section 83 of the Code.



     (d) SARs. A SAR is an Award in the form of a right to receive, upon
surrender of that right, an amount based on the appreciation in the value of
the stock over a base price established in the Award payable in cash or stock
or in a combination of cash and stock as determined by the Committee. The base
price of the SAR must be equal to or greater than the fair market value of the
Delphi common stock on the date of grant (as determined in accordance with
paragraph 4 (c) hereof).



     (e) Restricted Stock or Restricted Stock Units. Restricted stock awards
are an Award of the shares of the stock of the Corporation that are issued, but
subject to restrictions on transfer and/or such other restrictions on the
incidence of ownership as the Committee may establish. Restricted stock units
are Awards that entitle the recipient to receive shares of Delphi common stock
upon satisfaction of certain vesting criteria established by the Committee at
the time of grant.



     (f) Cash Performance Awards. Cash performance awards are Awards that
provide a cash payment based on the level of performance of the Corporation or
any subsidiary (as defined in paragraph 3) relative to one or more performance
goals established by the Committee for a performance period of not less than
two nor more than five years.



5. DELPHI COMMON STOCK SUBJECT TO THE PLAN




     (a) Overall limits on Stock Grants. Subject to paragraph 15 (c) hereof,
the maximum number of shares of Delphi common stock available for issuance
under the Plan is 36,500,000. Subject to paragraph 15 (c) hereof, the maximum
number of shares of Delphi common stock which may be issued pursuant to grants
of restricted stock or restricted stock units is 15,500,000. Any Award granted
under this Plan that is forfeited, cancelled, or expired in whole or in part
will cause the corresponding number of un-purchased or undelivered shares of
stock covered by such Award to be deemed not to be delivered for purposes of
determining the maximum number of shares available under this Plan and such
shares of common stock will again become available for grant under the Plan. In
the event that any option granted under the Plan is exercised through the
surrender of shares of Delphi common stock, or in the event that withholding
tax liabilities arising from any Award are satisfied by the withholding of
shares of Delphi common stock by the Corporation, the number of shares of
Delphi common stock available for awards under the Plan will be increased by
the number of shares so surrendered or withheld.



     (b) Per Employee Limits on Stock-Based Awards. No employee may be granted
options or SARs in any calendar year covering more than 1,000,000 shares of
Delphi common stock; and no employee may be granted restricted stock or
restricted stock units in any calendar year covering more than 500,000 shares
of Delphi common stock for each respective type of Award. These per-employee
limitations on Award grants are not affected by the forfeiture, cancellation or expiration of an Award.



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     (c) Committee Discretion to Grant Incentive Stock Options or Place
Restrictions on Awards. Determinations as to whether the options granted will
be incentive stock options, within the meaning of Section 422, or any successor
provision, of the Code, or non-qualified options, and as to any restrictions
which may be placed on any Awards under the Plan, will be made by the Committee
under such procedures as it may from time to time determine.



6. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS




     Options and SARs granted under this Plan are subject to the following
provisions:



     (a) Vesting and Exercise. Subject to the satisfaction of the conditions
precedent set forth under paragraph 10 (b), no option or SAR vests or becomes
exercisable prior to the first anniversary of the grant date (or such later
date as may be established by the Committee) and after such date will be
exercisable only in accordance with the terms and conditions established at the
time of grant. As a condition to the exercise of any option or SAR, an employee
may, among other things, be required to enter into such agreements as are
considered by the Committee to be appropriate and in the best interests of the
Corporation, in addition to the employee’s agreement to remain in the
continuous employment of the Corporation for a six-month period after exercise
of the SAR or option as required by paragraph 11 hereof.



     (b) Option or SAR Term. The expiration date of the option or SAR will be
determined at the time of grant, provided that each such option will expire not
more than ten years and two days after the date the option was granted or, in
the case of an incentive stock option, ten years after the date such option was
granted.



     (c) Payment of Exercise Price, Withholding Taxes. All shares purchased
upon exercise of any option will be paid for in full at the time of purchase.
Such payment will be made in cash, through delivery of Delphi common stock, or
a combination of cash and stock. Any shares so delivered will be valued at
their fair market value based on the mean of the highest and lowest sales
prices as reported in The Wall Street Journal, or other similar reference, for
the date of exercise of the option, and, unless the Committee determines
otherwise, shall have been held by the Participant for at least six months
prior to the date of exercise. If payment of federal, state, and/or local
withholding taxes is required in connection with the exercise of an option, the
optionee will, at the time of exercise, pay such taxes in cash or stock
(including shares obtained from the exercise and delivery of option shares);
provided that, to the extent such payment is made through share withholding,
such shares shall only be used to the extent necessary to satisfy minimum
withholding tax liabilities. To the extent authorized by the Committee, any
exercise of an option granted under this Plan alternatively may be made in
accordance with any cashless exercise program approved by the Committee.



     (d) Dividends. No holder of any option has any rights to dividends or
other rights of a stockholder with respect to shares subject to the option
prior to purchase of such shares upon exercise of the option.



7. RESTRICTED STOCK OR RESTRICTED STOCK UNITS




     Restricted stock or restricted stock units granted under this Plan will be
subject to the following provisions:



     (a) Link to Delphi Common Stock. Subject to adjustments contemplated under
paragraph 15 (c) of this Plan, (i) restricted stock granted hereunder will
relate to one share of Delphi common stock (a “Corresponding Share”), and (ii)
the value of a restricted stock unit at any time will be the fair market value
of the Corresponding Share, determined in accordance with procedures
established by the Committee.



     (b) Vesting. Subject to the satisfaction of the conditions precedent set
forth under paragraph 10 (b) below and such additional conditions as may be
imposed by the Committee, each grant will vest at the time or times determined
by the Committee, provided that the Committee, in making such determination,
will establish the vesting increments (including their number, amounts, and
timing) so as to carry out the purposes of this Plan; and further, provided
that no award will vest prior to the first anniversary of the grant date.
Within the limitations specified in the preceding sentence, the Committee may,
in its sole discretion, modify vesting provisions with respect to the unvested
portion of any grant if, in the judgment of the Committee, circumstances
outside the control of the Corporation have so changed as to make such modifications necessary



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or
advisable in order to preserve the reward and incentive purposes of this Plan.
As a condition to the vesting of all or any portion of a grant, the Committee
may require an employee to enter into such agreements as the Committee
considers appropriate and in the best interests of the Corporation, in addition
to the employee’s agreement to remain in the continuous employment of the
Corporation for a six month period after the vesting of any restricted stock
unit and issuance of Delphi Common Stock pursuant thereto, or the lapse of
restrictions applicable to any shares of restricted stock, as the case may be,
as required by paragraph 11 hereof.



     (c) Dividends. With respect to any dividend or other distribution on any
Corresponding Shares, the Committee may, in its discretion, authorize current
or deferred payments (payable in cash or stock or a combination thereof, as
determined by the Committee) or appropriate adjustments to outstanding grants
to reflect such dividend or distribution.



     (d) Payment at Vesting, Withholding Taxes. (i) Upon vesting of all or any
portion of a grant, the percentage of the grant then vesting will be applied to
the total number of restricted stock or restricted stock units then covered by
such grant, and the proportionate number of Corresponding Shares so computed,
disregarding fractional units, will be paid to such Participant in the form of
shares of Delphi stock, or in cash based on the fair market value of the
Corresponding Shares on the vesting date, or partly in cash and partly in
shares of Delphi common stock as the Committee in its sole discretion will
determine. The stock and/or related cash payment, will be delivered, in
accordance with procedures to be established by the Committee, and upon
satisfaction of the applicable withholding requirements, as soon as practicable
after such vesting date. (ii) In the discretion of, and in accordance with
procedures to be established by the Committee, Corresponding Shares, or cash of
equivalent value, may be designated for, and delivered to, the Corporation in
satisfaction of any federal, state and/or local withholding taxes applicable;
provided that if shares are withheld to satisfy tax withholding obligations,
they shall only be withheld to the extent necessary to satisfy minimum tax
withholding.



     (e) Stockholders’ Rights. Unless otherwise determined by the Committee, no
holder of a restricted stock unit will have any rights to dividends (other than
as provided in paragraph 7(c) above) or other rights of a stockholder with
respect to units and Corresponding Shares relating to such grant prior to the
delivery of such Corresponding Shares pursuant to the vesting of such grant.



8. CASH AWARDS




     Cash Awards under the Plan are subject to the following conditions:



     (a) Prior to the grant of any target award, the Committee will establish
for each such award (i) performance levels related to the enterprise (as
defined in paragraph 9 (b)) at which 100% of the award will be earned and a
range (which need not be the same for all awards) within which greater and
lesser percentages will be earned and (ii) a performance period which will not
be less than two nor more than five years. In creating these performance levels
and awards payment formulas, the Committee may establish the specific goals
based upon or relating to one or more of the business criteria as set forth in
paragraph 9 (b).



     (b) The amount related to any final award for each performance period
grant paid to any employee will not exceed $7.5 million.



9. ESTABLISHMENT OF PERFORMANCE VESTING CRITERIA




     (a) The Committee may establish performance vesting criteria with respect
to all or any portion of a grant of stock options, restricted stock, restricted
stock units, and SARs which relate to and are contingent upon the satisfaction
of specific goals established by the Committee. The Committee will establish
such performance vesting criteria with respect to all cash awards. Such goals
may be based upon or relate to one or more of the following business criteria:
return on assets, return on net assets, asset turnover, return on equity,
return on capital, market price appreciation of Delphi common stock, economic
value added, total stockholder return, net income, pre-tax income, earnings per
share, operating profit margin, net income margin, sales margin, cash flow,
market share, inventory turnover, sales growth, capacity utilization, increase
in customer base, environmental health and safety, diversity, and/or quality.
The business criteria may be expressed in absolute terms or relative to the
performance of other companies or to an index.



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     (b) With respect to any Award which is subject to performance vesting, the
Committee will establish performance levels for each such award related to the
enterprise (as defined below) at which 100% of the award will be earned and a
range (which need not be the same for all awards) within which greater and
lesser percentages will be earned. The term “enterprise” will mean the
Corporation and/or any unit or portion thereof, and any entities in which the
Corporation has, directly or indirectly, a substantial ownership interest. The
establishment of performance levels by the Committee will occur prior to the
lapsing of 25% of the performance period. When establishing performance goals
for a performance period, the Committee may exclude any or all “extraordinary
items” as determined under U.S. generally accepted accounting principles
including, without limitation, the charges or costs associated with
restructurings of the Corporation, discontinued operations, other unusual or
non-recurring items, and the cumulative effects of accounting changes.



10. DETERMINATION AND PAYMENT OF FINAL AWARDS




     (a) Final Awards. The (i) percentage of the final target award for cash
performance awards to be distributed to an employee or (ii) the vesting of all
or a portion of restricted stock grant or restricted stock unit, or any other
Award whose vesting is based on performance criteria will be determined by the
Committee on the basis of the performance levels established for such Award and
the performance of the applicable enterprise during the performance period.
Following determination of the final payout percentage, the Committee may, upon
the recommendation of the Chief Executive Officer, make adjustments to awards
granted to Strategy Board members or Section 16 Officers of the Corporation, to
reflect individual performance during such period, which for covered officers
can only reduce the amount of any potential award. A “covered officer” is any
individual whose compensation in the year of the expected payment of an award
will be subject to the provision of Section 162(m) of the Code. Adjustments to
reflect individual performance to awards granted to employees who are not
Strategy Board members and who are not Section 16 Officers may be made by the
Strategy Board. No award will be paid to a “covered officer” unless the
Committee certifies the performance in writing. Any target award, as determined
and adjusted pursuant to this paragraph is herein referred to as a “final
award.”



     (b) Conditions Precedent. Except for grants that vest pursuant to
paragraph 17, the vesting of each Award grant and/or the payment of final cash
performance award (or portion thereof) to an individual employee will be
subject to the satisfaction of the following conditions precedent: (i) the
employee continue to render services as an employee (unless this condition is
waived by the Committee), (ii) the employee refrain from engaging in any
activity which, in the opinion of the Committee, is competitive with any
activity of the Corporation or any subsidiary (except that employment at the
request of the Corporation with an entity in which the Corporation has,
directly or indirectly, a substantial ownership interest, or other employment
specifically approved by the Committee, will not be considered to be an
activity which is competitive with any activity of the Corporation or any
subsidiary) and from otherwise acting, either prior to or after termination of
employment, in any manner inimical or in any way contrary to the best interests
of the Corporation, and (iii) the employee furnish to the Corporation such
information with respect to the satisfaction of the foregoing conditions
precedent as the Committee will reasonably request. The failure by any employee
to satisfy such conditions precedent will result in the immediate cancellation
of (i) the unvested portion of any stock option grant, SAR grant, and
restricted stock grant previously made to such employee and all restricted
stock units still covered by such grant, and/or (ii) cash performance target
awards granted to such employee that have not become final awards. Such
employee will not be entitled to receive any consideration in respect of such
cancellation.



11. REQUIREMENT OF CONTINUED EMPLOYMENT




     In consideration for any option, SAR, restricted stock or restricted stock
units, and as a condition to the exercise of the SAR or option, the vesting of
any restricted stock unit or the lapse of restrictions applicable to any shares
of restricted stock, the employee who receives and accepts the award agrees to
remain in the employment of the Corporation for a period of six months after
(i) the exercise of the SAR or option or (ii) the vesting of any restricted
stock unit and issuance of Delphi common stock pursuant thereto, or the lapse
of restrictions applicable to any shares of restricted stock. If, contrary to
any such agreement, the employee terminates employment for any reason (unless
the employee retires with the prior consent of the Corporation, dies, or
terminates after a Change in Control), the employee will pay to the Corporation
an amount equal to any gain received as a result of the exercise or vesting.



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     The option or SAR exercise gain will be determined by multiplying the
difference between the mean of the highest and lowest market price as reported
in The Wall Street Journal, or other similar reference, and the exercise price
of the option or SAR (without regard to any subsequent market price decrease or
increase) by the number of option shares or SARs exercised. The gain of the
restricted stock or restricted stock unit will be the cost basis of the award
received on the vesting date.



     The gain must be paid by the employee to the Corporation within thirty
days of the date of termination. If the gain is not repaid as required, the
employee, by accepting the award, consents to a deduction of an amount equal to
such gain from any amounts the Corporation owes the employee, including, but
not limited to, amounts owed as wages or other compensation, fringe benefits,
or vacation pay.



12. TERMINATIONS




     (a) If an employee is dismissed for cause or quits employment at any time,
without the prior written consent of the Corporation, except as otherwise
determined by the Committee, any Award will terminate on the date of
termination of employment.



     (b) Options and SARs. (i) If an employee terminates prior to the first
anniversary of the grant date of an option, such option or SAR will terminate
on the date of termination of employment. (ii) If an employee retires, and the
retirement date is beyond the one-year anniversary of the grant date of the
option or SAR, except as otherwise determined by the Committee, such Award will
terminate not later than the fifth anniversary of the date of termination of
employment or, if earlier, the expiration date of the Award. (iii) If (A) an
employee terminates for any other reason other than as set forth in paragraph
12 (a) or the preceding clauses of this paragraph 12 (b), including a
termination as a result of death or permanent disability; and (B) the
termination date is beyond the one-year anniversary of the date of grant of the
option or SAR, such Award will, except as otherwise determined by the
Committee, terminate not later than the third anniversary of the date of
termination of employment or, if earlier, the expiration date of the Award.
(iv) A qualifying leave of absence, determined in accordance with procedures
established by the Committee, will not be deemed to be a termination of
employment. (v) With respect to any option or SAR which remains outstanding
after termination of employment by reason of clause (ii) or (iii) of this
paragraph 12 (b), such award will continue to vest in accordance with the terms
established at the date of grant.



     (c) Restricted Stock and Restricted Stock Unit Awards. (i) If an employee
terminates prior to the first anniversary of the grant date of a restricted
stock or restricted stock unit award, such Award will terminate on the date of
termination of employment. (ii) If a “qualified termination” of an employee
occurs beyond the one-year anniversary of the grant date of the restricted
stock or restricted stock unit award, such Award will vest immediately upon the
date of termination of employment. With respect to the vesting of any
restricted stock units pursuant to this paragraph 12 (c), the Corresponding
Shares, will be issued as soon as practicable after vesting.



     (d) Cash Awards. If a “qualified termination” of an employee occurs prior
to the end of any cash performance award period, the Committee will determine
whether to waive the condition precedent as provided in paragraph 10 (b) and
the target award granted to such employee with respect to such performance
period will be reduced pro rata based on the number of months remaining in the
performance period after the month of such termination, provided the specified
performance award has been outstanding for 12 months. The final award for such
employee will be determined by the Committee (i) on the basis of the
performance levels established for such award and the performance level
achieved through the end of the performance period and (ii) in the discretion
of the Committee, on the basis of individual performance during the period
prior to such termination. A qualifying leave of absence, determined in
accordance with procedures established by the Committee, will not be deemed to
be a termination of employment but, except as otherwise determined by the
Committee, the employee’s target award will be reduced pro rata based on the
number of months during which such person was on such leave of absence during
the performance period. A target award will not vest during a leave of absence
granted to an employee for government service.



     (e) A “qualified termination” for purposes of this paragraph 12 is death,
retirement, permanent medical disability or any other termination, as approved
by the Committee, albeit not described herein.



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13. TRANSFERABILITY




     (a) Except as otherwise determined by the Committee, with the exception of
transfer by will or the laws of descent and distribution, no Award will be
assignable or transferable and, during the lifetime of the employee, any
payment in respect of any Award will be made only to the employee and only an
employee may exercise options or SARs, or receive shares of Delphi common stock
upon vesting of a restricted stock unit award.



     (b) In the event of death, the executor(s) or administrator(s) of the
employee’s estate, or such other person(s) as determined by a court of
competent jurisdiction, may receive payment, in accordance with and subject to
the provisions of this Plan, provided the executor(s), administrator(s), or
other person supplies documentation satisfactory to the Corporation to so act.
Upon making such determination, the Corporation is relieved of any further
liability regarding any Awards granted to the deceased employee.



14. SOURCE OF STOCK SUBJECT TO AWARDS




     The shares to be delivered upon exercise of an option or SAR or vesting of
an award or restricted stock units will be made available, at the discretion of
the Board of Directors or a Committee of the Board of Directors as designated
by the Board, either from authorized but previously unissued shares or from
shares reacquired by the Corporation, including shares purchased in the open
market. If shares are purchased in the open market for delivery upon the
exercise of an option or SAR or vesting of an award of restricted stock units,
they will be held in a treasury account specifically designated for such
awards.



15. ADJUSTMENTS FOR EMPLOYEE CHANGE IN STATUS OR CORPORATE TRANSACTIONS




     (a) Promotions. If an employee is promoted during the cash performance
award period with respect to any target award, such target award may be
increased to reflect such employee’s new responsibilities.



     (b) Corporate Acquisitions. If the Corporation acquires an entity which
has issued and outstanding:




	(i)	 	Stock options, restricted stock, restricted stock units, SARs
or other rights, the Corporation may substitute an appropriate number
of similar Awards under this Plan for options or rights of such
entity, including options to acquire shares of Delphi common stock at
less than 100% of the fair market price of such stock at the time of
grant, as determined by the Committee in its sole discretion; or
	 
	(ii)	 	Long-term cash performance awards, the Corporation may
substitute cash performance awards under this Plan in place of such
awards, under such provisions consistent with the terms of this Plan,
as determined by the Committee, in its sole discretion.





     (c) Other Adjustments for Corporate Transactions. In the event of any
merger, reorganization, consolidation, recapitalization, stock dividend,
extraordinary cash dividend or other similar transaction or other change in
corporate structure affecting Delphi common stock, the Committee may, but will
not be required to, make such adjustments in the aggregate number of shares
which may be delivered under this Plan and the individual annual limits, the
number and option price of shares of Delphi common stock subject to outstanding
options and the number of shares of Delphi common stock subject to restricted
stock units granted under this Plan (provided the number of such shares subject
to any Award will always be a whole number), as may be determined to be
appropriate by the Committee.



     If the performance levels established for any cash performance award are
based on the performance of a specified portion of the enterprise and that
portion is sold or otherwise disposed of or reorganized or the employee is
transferred to another portion of the enterprise prior to the end of the
performance period, the target award granted to such employee with respect to
such performance period will be reduced pro rata based on the number of months
remaining in the performance period after the month of such event. The final
award for such employee will be determined by the Committee (i) on the basis of
the performance levels established for such award and the performance level
achieved, in the case of a sale, disposition or reorganization of the
applicable portion of the enterprise, through the end of the fiscal year during
which such event occurs and, in the case of a transfer of the employee, through
the end of the performance period and (ii) in the discretion of the Committee,
on the basis of individual performance during the applicable period. In
addition, in any such case, the Committee may, in its discretion, further adjust such award upward as it may deem appropriate
and reasonable.




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     (d) The Committee may adjust the performance levels and goals for any
performance period as it deems equitable in recognition of unusual or
non-recurring events affecting the Corporation, changes in applicable tax laws
or accounting principles, or such other factors as the Committee may determine
to preserve the incentive features of the this Plan (including, without
limitation, any adjustments that would result in the Company paying
non-deductible compensation to a Participant).



16. SEPARATE PLANS




     Nothing in the Plan shall be construed to limit the right of the
Corporation to establish other plans if and to the extent permitted by
applicable law. In addition, to the extent determined by the Committee, any
subsidiary may, without regard to the limitations under this Plan, have a
separate incentive plan or program. The Committee will have exclusive
jurisdiction and sole discretion to approve or disapprove any such plan or
program and, from time to time, to amend, modify, or suspend any such plan or
program. Individuals eligible for grants under any such plan or program will
not be considered employees eligible for grants under this Plan, unless
otherwise determined by the Committee. No provision of any such plan or program
will be included in or considered a part of this Plan, and any awards made
under any such plan or program will not be charged against the aggregate number
of shares of stock available for grant under this Plan, unless otherwise
determined by the Committee.



17. AWARDS VESTING ON A CHANGE IN CONTROL




     Upon the effective date of any Change in Control of the Corporation as
defined in this paragraph all outstanding unvested Awards granted under this
Plan will vest and, if cash performance awards, will be paid on a pro-rata
basis based on the greater of target award or actual performance. A “Change in
Control” will mean the occurrence of one or more of the following events unless
a majority of the “Continuing Directors” has specifically approved such event
in advance of its occurrence: (a) any “person” or “group” as those terms are
used in the Securities Exchange Act of 1934, as amended, other than any
employee benefit plan of the Corporation or Delphi or a trustee or other
administrator or fiduciary holding securities under an employee benefit plan of
the Corporation, is or becomes the current beneficial owner of Delphi voting
securities representing 20% or more of the combined voting power of Delphi’s
then outstanding securities; (b) during any two-year period, individuals who at
the beginning of such period constitute the Board and any new directors whose
election to the Board or nomination for election by the Corporation’s
stockholders was approved by at least two-thirds of the directors still in
office who either were directors at the beginning of the period or whose
election was previously so approved (the “Continuing Directors”), cease for any
reason to constitute a majority thereof; (c) Delphi merges or consolidates with
any other corporation or other entity, other than a merger or consolidation (i)
that would result in all or a portion of the voting securities of Delphi
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting securities of Delphi and
such surviving entity outstanding immediately after such merger or
consolidation or (ii) by which the corporate existence of Delphi is not
affected and following which Delphi’s chief executive officer would retain his
or her position with Delphi and the Delphi directors would remain on the Board
of the Corporation and constitute a majority thereof; (d) Delphi sells or
otherwise disposes of all or substantially all of its assets; or (e) the
stockholders of the Corporation approve a plan of complete liquidation of
Delphi.



18. MISCELLANEOUS




     (a) Unsecured Creditor Status. To the extent that any employee, former
employee, or any other person acquires a right to receive future payments or
distributions under this Plan, such right will be no greater than the right of
a general unsecured creditor of the Corporation. All payments and distributions
of Awards to be made hereunder will be paid from the general assets of the
Corporation. Nothing contained in this Plan, and no action taken pursuant to
its provisions, will create or be construed to create a trust of any kind, or a
fiduciary relationship between the Corporation and any employee, former
employee, or any other person.



     (b) Plan Expenses. The expenses of administering this Plan will be borne
by the Corporation.



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     (c) Plan Amendment, Modification, Suspension or Termination. The
Committee, in its sole discretion, may, at any time, amend, modify, suspend, or
terminate this Plan, provided that no such action without the approval of the
stockholders will:




	(i)	 	Increase the maximum number of shares or the individual limits,
for which, or with respect to which, options, restricted stock or
restricted stock units may be granted to employees under this Plan
(except as permitted by paragraph 15 (c);
	 
	(ii)	 	Permit the granting of options or SARs under this Plan with an
option price of less than 100% of the fair market value of Delphi
common stock at the time the options are granted (except as permitted
in paragraphs 15 (b) and (c) of this Plan);
	 
	(iii)	 	Permit exercise of the options unless full payment is made at
the time of exercise;
	 
	(iv)	 	Extend the period during which an option or SAR may be
exercised beyond the termination date established at the date of
grant;
	 
	(v)	 	Render any member of the Committee or the Audit Committee of
the Delphi Corporation Board of Directors, or any director who is not
an employee, eligible to be granted an Award;
	 
	(vi)	 	Reprice any outstanding option or SAR (or cancel and regrant a
new option or SAR with a lower exercise price);
	 
	(vii)	 	Adversely affect the rights of an employee with respect to an
outstanding Award (except as otherwise permitted by this Plan), and
this Plan, as constituted prior to such action, will continue to
apply with respect to Awards then outstanding;
	 
	(viii)	 	Increase the limit on the maximum amount of final cash performance
awards provided in paragraph 8 (c); or
	 
	(ix)	 	Grant any Award under this Plan after May 31, 2009.





     In addition, shareholder approval shall be obtained for any amendment that
would require stockholder approval as a matter of law or under any listing
standards or other regulations then applicable to the Delphi common stock.



     (d) Statutes of Limitation and Conflict of Laws. Every right of action by,
or on behalf of, the Corporation or by any stockholder against any past,
present, or future member of the Board of Directors, officer, or employee of
the Corporation or its subsidiaries arising out of or in connection with this
Plan will, irrespective of the place where action may be brought and
irrespective of the place of residence of any such director, officer, or
employee, cease and be barred by the expiration of three years from the date of
the act or omission in respect of which such right of action arises. Any and
all right of action by any employee (past, present, or future) against the
Corporation arising out of or in connection with this Plan will, irrespective
of the place where an action may be brought, cease and be barred by the
expiration of three years from the date of the act or omission in respect of
which such right of action arises. This Plan and all determinations made and
actions taken pursuant hereto will be governed by the laws of the State of
Delaware, without giving effect to principles of conflict of laws, and
construed accordingly.



     (e) Deferral of Awards. The Committee may, in the Award agreement or
otherwise, permit a Participant to elect, upon such terms and conditions as the
Committee may establish, to defer receipt of shares of Delphi common stock that
would otherwise be issued in connection with an Award.



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